Terms & Conditions

These Terms & Conditions (“Terms”) govern your access to and use of www.codygen.com (the “Website”) operated by Codygen (“Company,” “we,” “us,” or “our”). By accessing or using the Website, you agree to be bound by these Terms. If you do not agree, please do not use the Website.

Note: If you purchase services from us, your project may also be governed by a separate proposal, statement of work (“SOW”), master services agreement (“MSA”), or contract. If there is any conflict, the signed project agreement will control for that project.

Definitions

• “Website” means codygen.com and its content.
• “Services” means the software development and related services we offer (e.g., website development, app development, UI/UX, maintenance, consulting).
• “Client” means any person or entity that purchases Services from us.
• “User” means anyone who visits or uses the Website.
• “Content” means text, images, code snippets, graphics, videos, and other materials on the Website.
• “Deliverables” means work product we provide under a project (e.g., source code, designs, documentation), as defined in a proposal/SOW/contract.

Use of the Website

You agree to use the Website only for lawful purposes and in a way that does not infringe the rights of, restrict, or inhibit anyone else’s use of the Website.

You must not:

• Attempt to gain unauthorized access to the Website, servers, or networks
• Interfere with the Website’s performance or security
• Use the Website to transmit harmful code (e.g., malware) or spam
• Misrepresent your identity or affiliation when contacting us

We may suspend or restrict access to the Website (in whole or in part) at any time if we reasonably believe you have violated these Terms.

Services, Estimates, and Communication

Information on the Website is provided for general informational purposes and does not constitute a binding offer.

• Estimates & timelines: Any pricing, timelines, or scopes shared on the Website or during initial discussions are estimates unless confirmed in a written proposal/SOW/contract.
• Scope: The exact scope of Services and Deliverables will be defined in writing for each project.
• Changes: Any change in scope may affect cost and timelines and typically requires written confirmation (e.g., a change request).

Client Responsibilities (For Projects)

If you engage us for Services, you agree to:

• Provide accurate information, timely feedback, and approvals
• Supply required content and assets you have rights to use (logos, images, copy, brand guidelines)
• Maintain backups of your data unless otherwise agreed in writing
• Provide access to necessary accounts/systems (e.g., hosting, domain registrar, analytics) when needed
• Ensure you have appropriate licenses for third-party materials you request us to use

Delays in feedback, content, access, or approvals may delay project timelines and affect delivery dates.

Payments, Invoicing, and Refunds (If Applicable)

For paid Services:

• Fees, milestones, and payment schedules will be specified in the proposal/SOW/contract or invoice.
• Unless otherwise stated, invoices are due upon receipt or within 30
• Late payments may result in paused work until accounts are brought current.
• Refunds (if any) are governed by the applicable proposal/SOW/contract. If not specified, payments for completed work and time spent are generally non-refundable.

You are responsible for any applicable taxes, duties, or bank/processing fees unless otherwise agreed.

Intellectual Property (IP) and Ownership

a) Website content

Unless otherwise stated, the Website and its Content are owned by or licensed to Codygen and are protected by intellectual property laws. You may not copy, reproduce, modify, distribute, or create derivative works from Website content without our written permission.

b) Project deliverables

Ownership of Deliverables and/or source code will be set out in the project’s signed proposal/SOW/contract. Commonly:

• Upon full payment, the Client receives rights to the Deliverables created specifically for the Client (except for third-party components and pre-existing tools).
• We may retain ownership of our pre-existing materials, reusable frameworks, libraries, templates, methods, or know-how used to deliver the project, while granting the Client a license to use them as part of the Deliverables.

c) Third-party materials

Some Deliverables may include third-party software, frameworks, fonts, plugins, themes, or APIs, which are governed by their own licenses and terms. The Client is responsible for complying with third-party terms and paying any third-party subscription fees unless otherwise agreed.

Confidentiality

During discussions or projects, either party may share confidential information (“Confidential Information”). Each party agrees to:

• Use Confidential Information only for the intended business purpose
• Protect it using reasonable care
• Not disclose it to third parties except to employees/contractors who need it to perform obligations and are bound by confidentiality

Confidential Information does not include information that is publicly available through no fault of the receiving party, already known lawfully, or independently developed without reference to the Confidential Information.

Third-Party Links and Services

The Website may contain links to third-party websites or services. We do not control, endorse, or assume responsibility for third-party content, policies, or practices. Your use of third-party services is at your own risk and subject to their terms.

Disclaimers

The Website is provided on an “AS IS” and “AS AVAILABLE” basis to the fullest extent permitted by law. We do not guarantee that:

• The Website will be uninterrupted, error-free, or secure
• Content on the Website is complete, accurate, or up to date at all times
• Using the Website will achieve any specific business result

Any reliance you place on Website content is at your own discretion and risk.

Limitation of Liability

To the fullest extent permitted by law, Codygen will not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, goodwill, or business opportunities, arising out of or related to your use of the Website or these Terms.

If liability cannot be excluded, our total liability for any claim related to the Website will be limited to the amount (if any) you paid us to use the Website in the 12 months before the event giving rise to the claim.

For paid projects, liability terms (including caps) are typically defined in the signed proposal/SOW/contract and may differ from this Website-only limitation.

Indemnification

You agree to indemnify and hold harmless Codygen, its directors, employees, and contractors from and against claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from:

• Your misuse of the Website
• Your violation of these Terms
• Content or materials you provide that infringe third-party rights or violate law

Termination

We may suspend or terminate your access to the Website at any time if we reasonably believe you have breached these Terms or if necessary to protect the Website, users, or us.

If you are a Client, termination of Services is governed by the relevant proposal/SOW/contract, including handling of partial work, payments due, and delivery of work-in-progress.

Governing Law and Dispute Resolution

These Terms are governed by the laws of United States of America, without regard to conflict-of-law principles.

Courts located in United States of America will have jurisdiction over disputes arising out of or relating to these Terms, unless otherwise agreed in writing.

Changes to These Terms

We may update these Terms from time to time. We will post the updated version on this page and revise the “Last Updated” date. By continuing to use the Website after changes become effective, you agree to the updated Terms.

Contact Us

If you have questions about these Terms, contact: Info@codygen.com.